Lexpert Magazine

March/April 2018

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

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20 LEXPERT MAGAZINE | MARCH/APRIL 2018 BIG DEALS counsel to Ero. e Clifford Chance team was composed of Anand Saha and Devon MacLaughlin (securities). Pinheiro Neto Advogados acted as Bra- zil counsel to Ero with a team that included Carlos Vilhena and Adriano Drummond Trindade (mining). Cassels Brock & Blackwell LLP acted as Canadian counsel to the Underwriters. e Cassels Brock team consisted of Chad Accursi, Shaun Khullar, Kyle Simpson, and James Lyle (securities and mining) and Christopher Norton (tax). Dorsey & Whitney LLP acted as US counsel to the Underwriters. e Dorsey team was composed of Richard Raymer and Daniel Nauth (securities). Veirano Advogados acted as Brazil counsel to the Underwriters with a team that included Pedro Garcia and Daniela Philbois (mining). Pipelines Materials Utilities Financials Health Research Media & Entertainment Recreation & Leisure Advertising & Marketing E-Commerce Construction & Engineering Consumer Staples KINEPOLIS GROUP ACQUIRES LANDMARK CINEMAS FOR $123M CLOSING DATE: DECEMBER 8, 2017 On December 8, 2017, Belgium-based Kine- polis Group NV (Kinepolis) completed its acquisition of Landmark Cinemas Canada Limited Partnership (Landmark Cinemas) from TriWest Capital Partners (TriWest) and management shareholders for approxi- mately $123 million. Landmark Cinemas is Canada's second- largest movie theatre exhibition company, with a market share of 10 per cent. Based in Calgary, it operates 44 movie theatres in Central and Western Canada, with a total of 303 screens and 55,000 seats. Kinepolis, a Belgian publicly traded com- pany listed on Euronext Brussels, is a trend- setter in the cinema business. Following the Landmark Cinemas acquisition, the interna- tional award-winning cinema chain now op- erates 92 movie theatres with a total of 802 screens and more than 180,000 seats in Bel- gium, France, e Netherlands, Spain, Swit- zerland, Luxembourg, Poland and Canada. e acquisition of Landmark is Kinepolis's first acquisition outside of Europe and fits in with its expansion strategy, providing it with new growth opportunities through acquisi- tions and new-build movie theatres. Kinepolis was represented by Davies Ward Phillips & Vineberg LLP with a team that included Cameron Rusaw and Sarah Elharrar (M&A), George Addy and Elisa Kearney (competition and Investment Canada), Raj Juneja (tax), Sarah Powell (envi- ronmental) and Pawel Mielcarek (real estate). Stibbe cvba/scrl acted as Belgian counsel to Kinepolis with a team that included Jan Peeters and Liselot Claeys (M&A). Kinepo- lis was represented in-house by Hilde Her- man, Senior Legal Advisor. TriWest and the other sellers were rep- resented by Stikeman Elliott LLP with a team that included Craig Story, Carolyn Simpson, Stephen Wintermute and Matt Dolan (M&A), Julie D'Avignon and Kevin Guenther (tax) and Susan Hutton and Me- gan MacDonald (competition and Invest- ment Canada). Energy & Power Pipelines Automotive Materials Utilities Financials Health Research Media & Entertainment Recreation & Leisure Advertising & Marketing E-Commerce Construction & Engineering Consumer Staples OTSUKA PHARMACEUTICAL ACQUIRES DAIYA FOODS CLOSING DATE: AUGUST 31, 2017 On August 31, 2017, Otsuka Pharmaceutical Co., Ltd. (Otsuka), a global holistic health- care company, acquired 100 per cent of Daiya Foods Inc. (Daiya), a privately held Vancou- ver based company specializing in the manu- facture of plant-based foods. A landmark transaction for the natural food industry, the acquisition of Daiya great- ly expands Otsuka's product portfolio, add- ing new categories of plant-based products in North America. is also provides Daiya with a partner that has expertise in consumer brands, R&D, manufacturing, and global markets that can elevate the brand to new heights. e acquisition proceeded by way of Plan of Arrangement under British Columbia law, and was approved by the Daiya board and its shareholders. Baker McKenzie advised Otsuka with a team led by Jeremy White, Mami Ohara and Yoshitomo Matsuura in the firm's Tokyo of- fice and included Nicholas Marchica in New York and Cathy Qi in Toronto. Fasken Martineau DuMoulin LLP ad- vised Daiya with a team led by Ally Bharmal and Iain Mant and included Michael Co- burn (tax), Ariel Laver (corporate), Martin Ferreira Pinho (corporate and securities), Tracey Cohen and Samantha Chang (litiga- tion), Karam Bayrakal and Roger Kuypers (intellectual property), Lorene Novakowski (employment), and Richard Berrow and Mi- chael Parrish (insurance). HUDBAY COMPLETES $242M EQUITY FINANCING CLOSING DATE: SEPTEMBER 27, 2017 Hudbay Minerals Inc. (Hudbay) (TSX: HBM) (NYSE: HBM) completed a bought- deal equity offering of 24 million common shares at a price of $10.10 per share, for gross proceeds of $242 million. e offering was underwritten by a syndi- cate co-led by RBC Capital Markets, BMO Capital Markets, and Scotiabank and includ- ed CIBC World Markets Inc., GMP Securi- ties L.P., TD Securities Inc., National Bank Financial Inc., Barclays Capital Canada Inc., Canaccord Genuity Corp., Cormark Securi- ties Inc., Haywood Securities Inc., Merrill Lynch Canada Inc., Citigroup Global Mar- kets Canada Inc., Eight Capital, Macquarie Capital Markets Canada Ltd., Morgan Stan- ley Canada Ltd. and Raymond James Ltd. Hudbay was represented in-house by Pat- rick Donnelly, Vice President and General Counsel, Mark Haber, Director, Corporate Legal and Carla Nawrocki, Legal Counsel; and externally by Goodmans LLP with a team that included Kari MacKay, Gesta Abols and David Coll-Black (securities/ mining) and Michael Royal (tax); and in the United States by Milbank, Tweed, Hadley & McCloy LLP with a team that included Mark Mandel, Brett Nadritch and Sam Badawi (corporate/capital markets). Cassels Brock & Blackwell LLP rep- resented the underwriters with a team that included Chad Accursi, Nancy Choi, Ste- fanie Sebanc, Matt Gold and Patricia Wood (securities/mining), Mike Tallim (financial services) and James Morand (tax). Consumer Services Energy & Power Pipelines Aerospace & Defence Automotive Materials Utilities Financials Health Research Media & Entertainment Recreation & Leisure Advertising & Marketing ONTARIO POWER GENERATION COMPLETES $500M MEDIUM- TERM NOTE OFFERING CLOSING DATE: OCTOBER 2, 2017 On October 2, 2017, Ontario Power Gen- eration Inc. (OPG) completed its offer-

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